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The Capital Stack Explained

Chris Price

The Capital Stack: Unlocking the Secrets to Real Estate Success 


When it comes to real estate investing, understanding the financial structure of a deal is crucial. One of the most essential concepts for investors to grasp is the capital stack. Whether you’re an active investor managing deals or a passive investor looking to deploy your hard-earned money, knowing how the capital stack works can significantly influence your investment decisions and outcomes. In this blog post, we’ll break down what the capital stack is, its components, and why it matters to you. 

 

What Is the Capital Stack? 

The capital stack is the hierarchy of funding sources used to finance a real estate deal. Think of it as a pyramid with multiple layers, each representing a different type of financing, ranging from low-risk, low-return senior debt at the bottom to high-risk, high-return common equity at the top. These layers determine how profits and risks are distributed among investors. 


Understanding the capital stack is essential for evaluating your potential returns and the risks associated with your investment. Each layer in the stack has a defined position for receiving payouts, which becomes especially critical if the project underperforms. 

 

The Four Layers of the Capital Stack 

Each layer of the capital stack has distinct characteristics. Let’s take a closer look: 


  1. Senior Debt 

    • Position in the Stack: Bottom 

    • Risk Level: Lowest 

    • Returns: Lowest (typically 3-8%) 

    • Key Features: Senior debt represents the primary loan on the property, such as a mortgage. Lenders in this position have the first claim on the property’s cash flow and assets in case of default. Because of this priority, senior debt is considered the safest investment, but it also offers the lowest returns. 


  2. Mezzanine Debt (Optional) 

    • Position in the Stack: Above senior debt 

    • Risk Level: Moderate 

    • Returns: Moderate (typically 8-15%) 

    • Key Features: Mezzanine debt acts as a bridge between senior debt and equity. It often comes with higher interest rates and is secured by the equity in the property rather than the property itself. If the deal goes south, mezzanine debt holders are paid only after senior debt obligations are satisfied. 


  3. Preferred Equity (Optional) 

    • Position in the Stack: Above mezzanine debt 

    • Risk Level: Moderate to high 

    • Returns: Fixed, higher than mezzanine debt (typically 10-16%) 

    • Key Features: Preferred equity investors receive priority payouts before common equity holders but after debt holders. Preferred equity often appeals to passive investors because it combines moderate risk with relatively stable, fixed returns. In many cases, preferred equity holders also enjoy certain contractual protections, such as priority in receiving distributions. 


  4. Common Equity 

    • Position in the Stack: Top 

    • Risk Level: Highest 

    • Returns: Highest (16%+) 

    • Key Features: Common equity holders own a share of the property and are last in line for payouts. This layer carries the most risk because these investors only receive returns after all debt and preferred equity obligations are met. However, if the deal performs exceptionally well, common equity holders enjoy the greatest upside, often achieving double-digit or even higher returns. 

 

Why Does the Capital Stack Matter? 

As a passive investor, understanding where your investment sits in the capital stack is crucial for evaluating both your risk exposure and your potential returns. Here are some key considerations: 


  1. Risk vs. Reward

    • Investments lower in the stack (e.g., senior debt) offer more security but lower returns. These positions are ideal for risk-averse investors. 

    • Investments higher in the stack (e.g., common equity) come with higher risk but also the potential for significantly higher returns. These positions suit investors with a higher risk tolerance. 

  2. Payout Priority

    • In a successful deal, all layers of the capital stack are paid out. However, if the project underperforms, those at the top of the stack (common equity holders) may not receive any returns, while those at the bottom (senior debt holders) are prioritized. 

  3. Investment Strategy Alignment


    • Your position in the capital stack should align with your investment goals. For instance, if you prefer steady, predictable income, preferred equity might be a better fit than common equity. If you’re aiming for high growth and can tolerate risk, common equity may be more suitable. 

 

Real-Life Example of a Capital Stack 

Imagine a multifamily real estate deal with a total project cost of $10 million. Here’s how the capital stack might look: 


  • Senior Debt: $6 million (60% of the total project cost) at 5% interest. 

  • Mezzanine Debt: $1 million (10% of the total project cost) at 10% interest. 

  • Preferred Equity: $2 million (20% of the total project cost) with a fixed 12% annual return. 

  • Common Equity: $1 million (10% of the total project cost), which will receive residual profits after all other obligations are paid. 


In this structure, each layer plays a distinct role in funding the deal while offering varying risk and reward profiles for investors. 

 

Questions to Ask When Evaluating the Capital Stack 

When analyzing a real estate deal, ask these critical questions: 

  1. Where does my investment sit in the capital stack? 

  2. What are the potential returns and risks associated with my position? 

  3. Are there any contractual protections for preferred equity holders? 

  4. How does the capital stack align with the sponsor’s business plan? 

  5. What is the total leverage (debt) on the deal, and how does it impact risk? 

 

Final Thoughts 

The capital stack is more than just a financial structure; it’s a roadmap that outlines the risk and reward dynamics of a real estate deal. By understanding where your money fits into the stack, you can make more informed investment decisions that align with your financial goals and risk tolerance. 


At Boost Capital Group, we specialize in helping passive investors navigate these complexities, ensuring you feel confident in every deal you participate in. If you’re ready to explore high-quality, risk-adjusted real estate investment opportunities, let’s connect

 
 
 

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